UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended February 28, 2010
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to __________
Commission File Number: 333-135354
OROFINO GOLD CORP.
(Exact name of Registrant as specified in its charter)
Nevada 98-0453936
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1702 Chinachem Tower
34-37 Connaught Road Central
Hong Kong, China Telephone: 011-852-3106-3103
(Address of principal executive offices) (Registrant's telephone number,
including area code)
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Former Name, Address and Fiscal Year, If Changed Since Last Report
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
We had a total of 60,000,000 shares of common stock issued and outstanding at
June 15, 2010.
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Transitional Small Business Disclosure Format: Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The interim financial statements included herein are unaudited but reflect, in
management's opinion, all adjustments, consisting only of normal recurring
adjustments, that are necessary for a fair presentation of our financial
position and the results of our operations for the interim periods presented.
Because of the nature of our business, the results of operations for the
quarterly period ended February 28, 2010 are not necessarily indicative of the
results that may be expected for the full fiscal year.
2
Orofino Gold Corp.
(A Development Stage Company)
Balance Sheets
(Stated in US Dollars)
February 28, May 31,
2010 2009
---------- ----------
Unaudited
Assets
Current Assets
Cash $ -- $ --
---------- ----------
Total Current Assets -- --
Non-Current Assets
Related Party Deposits 824 824
Deposits 267 267
---------- ----------
Total Non-Current Assets 1,091 1,091
---------- ----------
Total Assets $ 1,091 $ 1,091
========== ==========
Liabilities
Current Liabilities
Overdraft $ -- $ 3,507
Accounts Payable 50,052 14,625
Related party payables 11,000 --
Related Party Loan 183,213 48,289
---------- ----------
Total Current Liabilities 244,265 66,421
---------- ----------
Total Liabilities 244,265 66,421
---------- ----------
Stockholders' Deficit
Common Stock, $0.001 par value
75,000,00 Common Shares Authorized
60,000,000 Shares Issued and Outstanding 60,000 60,000
Additional Paid-in capital (49,533) (51,500)
Deficit accumulated during development stage (254,477) (74,666)
Translation Adjustments 836 836
---------- ----------
Total Stockholders' Deficit (243,174) (65,330)
---------- ----------
Total Liabilities and Stockholders' Deficit $ 1,091 $ 1,091
========== ==========
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The accompanying notes are an integral part of these financial statements.
3
Orofino Gold Corp.
(A Development Stage Company)
Income Statements
(Stated in US Dollars)
Unaudited
For the three month period ended For the nine month period ended From inception
-------------------------------- ------------------------------- (April 12, 2005) to
February 28, February 28, February 28, February 28, February 28,
2010 2009 2010 2009 2010
------------ ------------ ------------ ------------ ------------
Revenue $ -- $ 10,908 $ 812 $ 52,285 $ 116,326
------------ ------------ ------------ ------------ ------------
Expenses
Advertising and Promotion -- 113 -- 764 1,812
Wages and Salary -- 14,486 -- 49,103 111,952
Consulting fees 19,000 -- 19,000 -- 19,000
Mineral exploration expense 130,819 -- 130,819 -- 130,819
General and Administrative 6,629 6,926 10,567 26,784 86,983
Management fees 16,000 -- 16,000 -- 16,000
Interest Expense 153 -- 2,270 -- 2,270
Imputed Interest -- -- 1,967 -- 1,967
------------ ------------ ------------ ------------ ------------
Total Expenses 172,601 21,525 180,623 76,651 370,803
------------ ------------ ------------ ------------ ------------
Provision for income tax -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net (Loss) $ (172,601) $ (10,617) $ (179,811) $ (24,366) $ (254,477)
============ ============ ============ ============ ============
Basic & Diluted (Loss) per
Common Share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
------------ ------------ ------------ ------------
Weighted Average Number of
Common Shares 60,000,000 60,000,000 60,000,000 60,000,000
------------ ------------ ------------ ------------
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The accompanying notes are an integral part of these financial statements.
4
Orofino Gold Corp.
(A Development Stage Company)
Statements of Cash Flows
(Stated in US Dollars)
Unaudited
For the nine month period ended From inception
------------------------------- (April 12, 2005) to
February 28, February 28, February 28,
2010 2009 2010
---------- ---------- ----------
OPERATING ACTIVITIES
Net income (loss) $ (179,811) $ (24,366) $ (254,477)
Adjustments to reconcile net income to net cash
Imputed interest on related party loan 1,967 -- 1,967
Accounts payable 42,920 14,847 61,052
Accounts payable -- (23) --
Deposits -- -- (1,091)
---------- ---------- ----------
NET CASH USED IN OPERATING ACTIVITIES (134,924) (9,542) (192,549)
FINANCING ACTIVITIES
Shareholder Loan 134,924 16,554 183,213
Contributed Capital -- -- 7,500
Common shares issued to founders @ $0.0001 per share -- -- 1,000
---------- ---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 134,924 16,554 191,713
Effect of exchange rate on cash -- (5,521) 836
Cash at beginning of period -- 558 --
---------- ---------- ----------
CASH AT END OF PERIOD $ -- $ 2,049 $ --
========== ========== ==========
Cash Paid For:
Interest $ -- $ -- $ --
========== ========== ==========
Income Tax $ -- $ -- $ --
========== ========== ==========
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The accompanying notes are an integral part of these financial statements.
5
Orofino Gold Corp.
(formerly SNT Cleaning Inc.)
(A Development Stage Company)
Condensed Footnotes to the Financial Statements
From Inception to February 28, 2010
(Stated in US Dollars)
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Orofino Gold Corp. ("Orofino" or the "Company") was organized under the laws of
the State of Nevada on April 12, 2005 as SNT Networks Inc. On April 22, 2008 the
company changed its corporate name to SNT Cleaning Inc. On May 8, 2009, the
Company passed a resolution to forward stock split of its common stock on a
ratio of six shares for every one share of the Company. The record date of the
forward stock split was May 15, 2009 and the payment date of the forward split
was May 19, 2009. The forward split was payable as a dividend, thereby requiring
no action by shareholders, nor any amendment to the articles of incorporation of
the Company.
On December 5, 2009, the Company passed a resolution to change its name from SNT
Cleaning Inc. to Orofino Gold Corp.
NOTE 2 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Orofino have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange
Commission, and should be read in conjunction with Orofino's audited 2009 annual
financial statements and notes thereto filed with the SEC on form 10-K. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
result of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements, which would substantially duplicate the disclosure
required in Orofino's 2009 annual financial statements have been omitted.
DEVELOPMENT STAGE COMPANY
The Company complies with current accounting guidance for its characterization
of the Company as development stage.
ESTIMATES
The preparation of these consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of these consolidated financial statements and the reported amounts of
revenue and expenses during the period. Actual results could differ from these
estimates.
6
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
Effective June 30, 2009, the Company adopted a new accounting standard issued by
the FASB related to the disclosure requirements of the fair value of the
financial instruments. This standard expands the disclosure requirements of fair
value (including the methods and significant assumptions used to estimate fair
value) of certain financial instruments to interim period financial statements
that were previously only required to be disclosed in financial statements for
annual periods. In accordance with this standard, the disclosure requirements
have been applied on a prospective basis and did not have a material impact on
the Company's financial statements.
On September 30, 2009, the Company adopted changes issued by the Financial
Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These
changes establish the FASB Accounting Standards Codification (Codification) as
the source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with GAAP. Rules and interpretive releases of the Securities and
Exchange Commission (SEC) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. The FASB will no longer issue
new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts; instead the FASB will issue Accounting Standards
Updates. Accounting Standards Updates will not be authoritative in their own
right as they will only serve to update the Codification. These changes and the
Codification itself do not change GAAP. Other than the manner in which new
accounting guidance is referenced, the adoption of these changes had no impact
on the Financial Statements.
RECENTLY ISSUED ACCOUNTING STANDARDS
In August 2009, the FASB issued an amendment to the accounting standards related
to the measurement of liabilities that are recognized or disclosed at fair value
on a recurring basis. This standard clarifies how a company should measure the
fair value of liabilities and that restrictions preventing the transfer of a
liability should not be considered as a factor in the measurement of liabilities
within the scope of this standard. This standard is effective for the Company on
October 1, 2009. The Company does not expect the impact of its adoption to be
material to its financial statements.
In October 2009, the FASB issued an amendment to the accounting standards
related to the accounting for revenue in arrangements with multiple deliverables
including how the arrangement consideration is allocated among delivered and
undelivered items of the arrangement. Among the amendments, this standard
eliminated the use of the residual method for allocating arrangement
considerations and requires an entity to allocate the overall consideration to
each deliverable based on an estimated selling price of each individual
deliverable in the arrangement in the absence of having vendor-specific
objective evidence or other third party evidence of fair value of the
undelivered items. This standard also provides further guidance on how to
determine a separate unit of accounting in a multiple-deliverable revenue
arrangement and expands the disclosure requirements about the judgments made in
applying the estimated selling price method and how those judgments affect the
timing or amount of revenue recognition. This standard, for which the Company is
currently assessing the impact, will become effective for the Company on January
1, 2011.
In October 2009, the FASB issued an amendment to the accounting standards
related to certain revenue arrangements that include software elements. This
standard clarifies the existing accounting guidance such that tangible products
that contain both software and non-software components that function together to
deliver the product's essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards. Accordingly, sales of
these products may fall within the scope of other revenue recognition standards
or may now be within the scope of this standard and may require an allocation of
7
the arrangement consideration for each element of the arrangement. This
standard, for which the Company is currently assessing the impact, will become
effective for the Company on January 1, 2011.
In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2010-11 (ASU 2010-11), "Derivatives and Hedging (Topic 815):
Scope Exception Related to Embedded Credit Derivatives." The amendments in this
Update are effective for each reporting entity at the beginning of its first
fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the
beginning of each entity's first fiscal quarter beginning after issuance of this
Update. The Company does not expect the provisions of ASU 2010-11 to have a
material effect on the financial position, results of operations or cash flows
of the Company.
In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10),
"Consolidation (Topic 810): Amendments for Certain Investment Funds." The
amendments in this Update are effective as of the beginning of a reporting
entity's first annual period that begins after November 15, 2009 and for interim
periods within that first reporting period. Early application is not permitted.
The Company's adoption of provisions of ASU 2010-10 did not have a material
effect on the financial position, results of operations or cash flows.
In February 2010, the FASB issued ASU No. 2010-09 "Subsequent Events (ASC Topic
855) "Amendments to Certain Recognition and Disclosure Requirements" ("ASU No.
2010-09"). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate
subsequent events through the date that the financial statements are issued and
removes the requirement for an SEC filer to disclose a date, in both issued and
revised financial statements, through which the filer had evaluated subsequent
events. The adoption did not have an impact on the Company's financial position
and results of operations.
In January 2010, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") No. 2010-06, "Improving Disclosures about
Fair Value Measurements." ASU No. 2010-06 amends FASB Accounting Standards
Codification ("ASC") 820 and clarifies and provides additional disclosure
requirements related to recurring and non-recurring fair value measurements and
employers' disclosures about postretirement benefit plan assets. This ASU is
effective for interim and annual reporting periods beginning after December 15,
2009. The adoption of ASU 2010-06 did not have a material impact on the
Company's financial statements.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the liquidation of liabilities in the normal course of business.
However, the Company has accumulated a loss to date. This raises substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from this
uncertainty.
As shown in the accompanying financial statements, the Company has incurred a
net loss of $254,477 for the period from April 12, 2005 (inception) to February
28, 2010. The future of the Company is dependent upon its ability to obtain
financing and upon future profitable operations from the development of
acquisitions. Management has plans to seek additional capital through a private
placement and public offering of its common stock. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts of and classification of liabilities that might
be necessary in the event the Company cannot continue in existence.
8
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company has a related party deposit of $824 as of February 28, 2010 and May
31, 2009 which is a deposit with a landlord who is also a shareholder.
As of February 28, 2010 and May 31, 2009, the Company owes a related party
$11,000 and $48,289 respectively. The amount is unsecured and due on demand.
Imputed interest in the amount of $1,967 is included in additional paid in
capital. The Company paid $16,000 in management fees to related parties.
NOTE 5 - SUBSEQUENT EVENTS
On April 6, 2010, the Company counter-signed an offer for joint venture-earn-in
to option several mining concessions in the Department of Bolivar, Republic of
Colombia (Option Agreement). The terms of the agreement allow for the option to
acquire a 55% interest in each of the mining concessions. The payment terms and
ongoing payment obligations are as follows:
CASH PAYMENTS:
1. $250,000 as an initial option payment;
2. $250,000 on or before July 15, 2010;
3. $500,000 on the first anniversary;
4. $625,000 on the second anniversary;
5. $1,250,000 on the third anniversary;
6. $1,250,000 on the fourth anniversary; and
7. $2,500,000 on the fifth anniversary date.
WORK COMMITMENTS:
The Company shall invest at least $10 million in the exploration and development
of the properties for the purpose of the exploitation of the mineral potential
or bring the project to a bankable feasibility study within five years of the
anniversary date of which one million dollars are to be spent within one year.
The Company paid the sum of $100,000 to a third party for consulting services in
relation to the signing of the Option Agreement.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
The information in this discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). These forward-looking statements involve risks and uncertainties,
including statements regarding Orofino Gold Corp. (the "Company") capital needs,
business strategy and expectations. Any statements contained herein that are not
statements of historical facts may be deemed to be forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such
as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe",
"estimate", "predict", "potential" or "continue", the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks outlined below, and, from time to time, in other reports the Company files
with the SEC. These factors may cause the Company's actual results to differ
materially from any forward-looking statement. The Company disclaims any
obligation to publicly update these statements, or disclose any difference
between its actual results and those reflected in these statements. The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.
As used in this quarterly report, the terms "we," "us," "our," and "our company"
mean Orofino Gold Corp. unless otherwise indicated. All dollar amounts in this
quarterly report are in U.S. dollars unless otherwise stated.
OVERVIEW
Orofino Gold Corp. ("Orofino" or the "Company") was organized under the laws of
the State of Nevada on April 12, 2005. Orofino is a development stage company
and has a limited history of operations.
Orofino Gold Corp. started operations on September 1, 2007 under the "Clean `N
Shine" name. Prior to this, the company had no operations from inception (April
12, 2005) to November 30, 2007. On September 1, 2007, Orofino began operating as
a full service automotive car wash, cleaning, detailing, and polishing business.
The company has generated revenues from cleaning and car care services
specifically, automotive upholstery and leather cleaning and automotive interior
and exterior cleaning and washing.
On May 20, 2009, the Company completed a forward stock split of its common stock
on a ratio of six shares for every one share of the Company. The record date of
the forward stock split was May 15, 2009, the payment date of the forward split
was May 19, 2009, and the ex-dividend date of the forward split was May 20,
2009. The forward split was payable as a dividend, thereby requiring no action
by shareholders, nor any amendment to the articles of incorporation of the
Company. As a result of the forward split, the post forward split number off
issued and outstanding shares was 60,000,000.
There are no preferred shares authorized. The Company has issued no preferred
shares. The Company has no stock option plan, warrants or other dilutive
securities. We are contemplating raising additional capital to finance our
business. No final decisions regarding the financing have been made at this
time.
10
On December 5, 2009, the Company passed a resolution to change its name from SNT
Cleaning Inc. to Orofino Gold Corp. On December 5, 2009, the Company accepted
the resignation of its President, Secretary and director, Robert Denman, and
appointed John Martin as a Director of the Company, effective as of equal date.
Over the quarter ending February 28, 2010 the company has employed casual
part-time labor, as required.
On April 6, 2010, the Company counter-signed an offer for joint venture-earn-in
to option several mining concessions in the Department of Bolivar, Republic of
Comobia (Option Agreement). The terms of the agreement allow for the option to
acquire a 55% interest in each of the mining concessions. The payment terms and
ongoing payment obligations are as follows:
CASH PAYMENTS:
1. $250,000 as an initial option payment;
2. $250,000 on or before July 15, 2010;
3. $500,000 on the first anniversary;
4. $625,000 on the second anniversary;
5. $1,250,000 on the third anniversary;
6. $1,250,000 on the fourth anniversary; and
7. $2,500,000 on the fifth anniversary date.
WORK COMMITMENTS:
The Company shall invest at least $10 million in the exploration and development
of the properties for the purpose of the exploitation of the mineral potential
or bring the project to a bankable feasibility study within five years of the
anniversary date of which one million dollars are to be spent within one year.
The Company paid the sum of $100,000 to a third party for consulting services in
relation to the signing of the Option Agreement.
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED FEBRUARY 28,
2010 AND 2009
We incurred operating expenses of $172,601 and $21,525 for the quarter ended
February 28, 2010 and 2009 respectively, and $180,623 and $76,651 for the nine
months ended February 28, 2010 and 2009 respectively. These expenses consisted
of general operating expenses and interest incurred in connection with day to
day operation of our business. Our net loss for the quarter ending February 28,
2010 and 2009 was $172,601 and $10,617 respectively, and $179,811 and $24,366
for the nine months ended February 28, 2010 and 2009 respectively. We have taken
on a mineral resource concession in Colombia. We sent a geological team to
Colombia to examine several properties in Colombia. We also forwarded the sum of
$100,000 in preparation of the acquisition agreement signed subsequent to
February 28, 2010. See subsequent events.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated sufficient revenue attain profitability. There can
be no assurance that we will ever reach profitability. We are still developing
our business.
11
LIQUIDITY AND FINANCIAL CONDITION
Our cash balance at February 28, 2010 and 2009 was $nil with outstanding
liabilities of $61,052 and $14,625 respectively and loans payable of $183,213
and $48,289 respectively. Based on our current operating plan, we do not expect
to generate revenue that is sufficient to cover our expenses for at least the
next year. In addition, we do not have sufficient cash and cash equivalents to
execute our operations for the next year. We will need to obtain additional
financing to operate our business for the next twelve months. We will raise the
capital necessary to fund our business through a private placement and public
offering of our common stock. Additional financing, whether through public or
private equity or debt financing, arrangements with shareholders or other
sources to fund operations, may not be available, or if available, may be on
terms unacceptable to us. Our ability to maintain sufficient liquidity is
dependent on our ability to raise additional capital. If we issue additional
equity securities to raise funds, the ownership percentage of our existing
shareholders would be reduced. New investors may demand rights, preferences or
privileges senior to those of existing holders of our common stock. Debt
incurred by us would be senior to equity in the ability of debt holders to make
claims on our assets. The terms of any debt issued could impose restrictions on
our operations. If adequate funds are not available to satisfy either short or
long-term capital requirements, our operations and liquidity could be materially
adversely affected and we could be forced to cease operations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.
INFLATION
In the opinion of management, inflation has not had a material effect on our
operations.
CONSULTANTS
The Company currently has no stock option plan.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any research or development expenditures since our
incorporation.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patent or trademark.
HOLDERS OF OUR COMMON STOCK
As of February 28, 2010, we had approximately 22 stockholder(s) of record
holding 60,000,000 shares of our common stock.
12
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. We would not be able to pay our debts as they become due in the usual
course of business; or
2. Our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends and we do not plan to declare any dividends
in the foreseeable future.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is not exposed to market risk related to interest rates or foreign
currencies.
ITEM 4. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the participation
of our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act
(defined below)). Based upon that evaluation, our principal executive officer
and principal financial officer concluded that, as of the end of the period
covered in this report, our disclosure controls and procedures were not
effective to ensure that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is
recorded, processed, summarized and reported within the required time periods
and is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
Our management, including our principal executive officer and principal
financial officer, does not expect that our disclosure controls and procedures
or our internal controls will prevent all error or fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints and the benefits of controls must be considered relative to their
costs. Due to the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, have been detected. Accordingly, management believes that the
financial statements included in this report fairly present in all material
respects our financial condition, results of operations and cash flows for the
periods presented.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In addition, our management with the participation of our Principal Executive
Officer and Principal Financial Officer have determined that no change in our
internal control over financial reporting occurred during or subsequent to the
quarter ended February 28, 2010 that has materially affected, or is (as that
term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange
Act of 1934) reasonably likely to materially affect, our internal control over
financial reporting.
13
PART II. OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
We are not a party to any material legal proceedings and to our knowledge, no
such proceedings are threatened or contemplated.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to our security holders for a vote during the period
ending February 28, 2010.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit Number Description of Exhibit
-------------- ----------------------
3.1 Articles of Incorporation(1)
3.2 Bylaws(1)
31.1 Certification by Chief Executive Officer and Chief Financial
|
Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the
Exchange Act, promulgated pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herewith
32.1 Certification by Chief Executive Officer and Chief Financial
Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the
Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
United States Code, promulgated pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 filed herewith
(1) Filed with the SEC as an exhibit to our Form S-1 Registration Statement
originally filed on July 16, 2008.
14
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: June 25, 2010
OROFINO GOLD CORP.
Signature Title Date
--------- ----- ----
By: /s/ John Martin Chief Executive Officer, June 25, 2010
------------------------- Chief Financial Officer,
JOHN MARTIN President, Secretary, Treasurer
and Director (Principal Executive
|
Officer and Principal Accounting Officer)
15
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